LSN: Corporate Governance International (Topic)最新文献

{"title":"The Impact of Whistleblowing Awards Programs on Corporate Governance","authors":"Janet Austin, S. Lombard","doi":"10.22329/wyaj.v36i0.6067","DOIUrl":"https://doi.org/10.22329/wyaj.v36i0.6067","url":null,"abstract":"Since the introduction of a whistle-blower awards program by the US Securities and Exchange Commission in 2010, securities regulators in other countries, including Canada, have adopted, or are considering adopting, similar programs. For example, in 2016, the Ontario Securities Commission adopted its own whistle-blower award program. Although the primary main reason for these programs is to encourage the reporting of securities violations to the regulator, they could also have an impact on corporate governance. This is because the implementation of such a program may prod companies to design, and then instigate, a more effective internal whistle-blowing system. A truly successful internal whistle-blowing system can enable a company to detect and correct potential wrongdoing before it causes significant harm. This article closely examines this connection between whistle-blowing award programs, companies’ compliance and risk management systems, and how a whistle-blowing award program might well result in more effective internal whistle-blowing systems without the need for a regulator to resort to the imposition of prescriptive rules. As such, this article reflects upon how whistle-blower award programs fit within new governance regulatory theory that challenges traditional “command-and-control-type”regulation in favour of an outcome-driven approach.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-12-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124171047","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Top Dogs and Fat Cats: The Debate on High Pay","authors":"Alex Edmans, Luke Hildyard, Sophie Jarvis, D. Knight, Rebecca Lowe, Harry McCreddie, P. Ormerod, V. Pryce, J. Shackleton, J. Stephenson, Alex Wild","doi":"10.2139/ssrn.3852660","DOIUrl":"https://doi.org/10.2139/ssrn.3852660","url":null,"abstract":"In contrast to the recent past, there is now widespread concern about the apparent excesses of some pay structures in corporate businesses. Top pay has risen much faster than average levels of pay in the last twenty years. This is in part the consequence of globalisation and developments in communications technology, but it may also be a result of rigged markets and \"crony capitalism\". It is asserted that shareholders do not have enough influence on setting executive pay, which is determined by remuneration committees and consultants with a vested interest in boosting top pay. It is important to understand how pay data are produced and used an look at changes in wealth (as a result of changes in share prices), rather than simply at the current pay package. A claim is often made that CEO pay bears no relationship to company performance. To assess this claim requires rather more sophisticated analysis than is often employed by activists and the media. Using such analysis, it does seem that pay reacts (both positively and negatively) to changes in performance, though possibly less than it should. The widespread adoption of Long-Term Incentive Plans (LTIPs) has been widely criticised; it is felt that these schemes are often badly designed and have led to unnecessary inflation of executive pay. Governments need to be careful in how they react to populist calls for action. The current requirement for large businesses to spell out the basis of their pay structure may be acceptable, and maintaining a watchful eye on pay in the public sector is sensible. But giving the state power permanently to fix pay ratios or even pay caps brings dangers which are not sufficiently discussed by those demanding government intervention.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"295 3","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-05-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131545575","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Were the UK Corporate Governance Committees a Success","authors":"P. Das","doi":"10.2139/ssrn.3373173","DOIUrl":"https://doi.org/10.2139/ssrn.3373173","url":null,"abstract":"Corporate Governance reforms were made in order to redress the balance of power structure in a corporation and shift from shareholder primacy. After the Corporate Governance reforms in the United Kingdom convergence at the formal level had emerged, since the UK board by the relevant rules to monitoring the management of the company. The UK board has not only adopted the monitoring activity formally but has better implemented the same in order to discharge it effectively in practice.<br><br>Corporate governance reforms oriented towards greater stakeholder engagement and protection. It emphasised on the fact that a corporation should protect its key stakeholders by setting out engagement frameworks including their responsibilities and obligations. Directors should owe their duties to promote the long-term success of the corporation and not just to share holders.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-04-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117324849","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Financial Machine Learning Regulation","authors":"Derek Snow","doi":"10.2139/ssrn.3371902","DOIUrl":"https://doi.org/10.2139/ssrn.3371902","url":null,"abstract":"A look at regulatory challenges and recommendation in the age of AI. Investigating topics like monopoly formation, machine learning auditability, bias mitigation strategies and automated regulatory monitoring.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-04-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121323746","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Farewell to Fairness: Towards Retiring Delaware's Entire Fairness Review","authors":"A. Licht","doi":"10.2139/SSRN.3331097","DOIUrl":"https://doi.org/10.2139/SSRN.3331097","url":null,"abstract":"This Article entertains the idea that Delaware’s corporate law is set on a trajectory that would eventually lead to reforming its doctrine of entire fairness as we now know it by retiring the doctrine’s substantive fairness review prong and insisting on fully-informed consent as the only way for validating tainted transactions. A growing array of cases, in which the centerpiece is Kahn v. M&F Worldwide Corp. (MFW), creates a legal sphere within which traditional entire fairness analysis has no application. Within this sphere, things rise or fall depending solely on the existence or absence of an uncoerced fully-informed ratification, in line with fundamental principles of fiduciary law in Delaware and in other common law jurisdictions. The critical move, which may take time to materialize, will take place when the courts abolish substantive fairness review entirely. Treating this development as highly desirable in principle, this Article discusses practical and normative issues that call for attention in order to ensure its successful functionality. As this trend is premised on fully-informed consent, its principal challenge will be to ensure the integrity of shareholder voting by securing the supply of full information throughout the process and minimizing the impact of potential conflicts.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"94 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-02-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122096601","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Financially Distressed Companies, Restructuring and Creditors’ Interests: What Is a Director to Do?","authors":"A. Keay","doi":"10.2139/SSRN.3319749","DOIUrl":"https://doi.org/10.2139/SSRN.3319749","url":null,"abstract":"It is a principle of UK law that when companies are financially distressed to the point of being insolvent or close to it the directors of such companies are required to take into account the interests of creditors. This is now codified in s.172(3) of the Companies Act 2006. In recent times there has been concern emitted by some commentators that directors might be unfairly held liable under s.172(3) for losses to creditors if a restructuring of a financially distressed company that they instituted failed. This paper examines whether such concerns are realistic and explores how directors should act if they decide to restructure their company’s affairs.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129720340","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Are Codes of Business Ethics Ethical?","authors":"Willy Tadjudje, Clément Labi","doi":"10.2139/ssrn.3303391","DOIUrl":"https://doi.org/10.2139/ssrn.3303391","url":null,"abstract":"In response to a quickly evolving legal environment and more generally to changing conceptions about the role and responsibilities of the corporation and its executives, many firms have adopted codes of ethics whose legal relevance is uncertain, and whose relation to actual ethics is largely problematic. First, it is necessary to analyze the theoretical model of these codes, as business environments tend to be assessed in terms of “business ethics”, which is conceptually difficult not to discount, since ethics should possess a universalist vocation, hence the necessity to seek whether there could be a variety of ethics which could bear the same validity. More generally, can individuals (or corporations) bestow upon themselves any set of chosen ethical rules? We propose that ethical codes actually mimic and anticipate what legislators or judges have (or will have) considered as ethical behaviors. Since the law is itself an imitation of ethical rules, codes of business ethics are therefore imitations of imitations. The works of Kant and Levinas, in particular, will serve as points of reference. KEY WORDS: ethics, business ethics, ethical codes, corporate governance","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"77 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-11-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114302480","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Culture: Changing Board Responsibilities and Changing Governance Rhetoric","authors":"Alice Belcher","doi":"10.2139/ssrn.3303233","DOIUrl":"https://doi.org/10.2139/ssrn.3303233","url":null,"abstract":"The UK’s Financial Reporting Council is telling directors that they should not wait for a crisis before they focus on company culture. The board must set culture, embed it, assess it and report on it. This paper traces the company’s formal legal liability for corporate culture as imposed in Australia and the UK and investigates the new focus on corporate culture in the wake of some notable corporate crises. It uses the Volkswagen emissions scandal as an example of cultural misalignment where the company and individual employees below board level (rather than a board collectively, or board members individually) have been the ones to be found liable despite the increase in rhetoric about the directors’ responsibility for corporate culture. This critique is put into the context of decades of Management research in the field of Corporate Culture that has produced theory, empirical results and an array of practitioner tools, but has also ignited debates so intense as to be labeled the culture wars. The paper points up the care that will be needed as legal liability for corporate culture increases before there is a consensus among management scholars on what it means and how it can be measured or assessed.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"25 3","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-11-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120848026","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Evaluating the Board of Directors: International Practice","authors":"M. Fenwick, E. Vermeulen","doi":"10.2139/ssrn.3253929","DOIUrl":"https://doi.org/10.2139/ssrn.3253929","url":null,"abstract":"Board evaluation can provide a vital tool for directors to review and improve their performance. This will eventually lead to significant value creation opportunities for firms. But is increased regulation and regulatory guidance requiring board evaluation a realistic or sensible move? Is it necessary for regulators to compel boards to be more active in the area of self-evaluation? As is often the case, the risk of regulatory initiatives aimed at forcing or even “nudging” greater responsibility is that it merely encourages “box-ticking” behavior in which managing the appearance of compliance becomes the overriding objective. Resources devoted to managing an image of compliance (and not substantive compliance) are wasted, and the potential gains from meaningful self-evaluation are never realized. However, empirical research presented in this paper seems to indicate that companies that are listed in countries with more specific principles and substantive guidance do tend to adopt more meaningful and open forms of board evaluation practice than their counterparts in jurisdictions with no or less detailed requirements. This does suggest that “law matters” in this context.","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"160 Pt 1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-09-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128739286","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Is There A Governance Deficit In The Largest Australian Banks?","authors":"P. Mcconnell","doi":"10.2139/ssrn.3501321","DOIUrl":"https://doi.org/10.2139/ssrn.3501321","url":null,"abstract":"2017 was a see-saw year for the largest banks in Australia. On one hand, the major banks, the so-called Four Pillars, yet again reported record annual profits. However, at the end of the year, following a string of banking scandals, the Australian government announced a fullscale Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry. As a consequence of the Royal Commission’s findings, which are due to be handed down in early 2019, the boards and senior executives of Australia’s major banks and their regulators will undoubtedly be distracted, during much of 2019, by the final recommendations of the commission and the consequent impact on the collective and individual reputations of their banks. But that too will pass. At some stage, the boards of the largest banks, probably chastened by the experience of the commission, will turn their minds to the future and, in particular, to the strategies that they will need to develop and execute to restore the trust of the Australian public. Business as usual will not be an option! In preparation for the important discussions that must take place at board level in the banks, this paper takes a step back and, in response to questions raised in the commissioner’s interim report, asks a basic question – are the governance practices of the largest banks in Australia suited to undertaking this enormous task? But how to begin to answer such a fundamental question? Following a discussion of the concept of corporate governance, this paper compares the most basic governance structures of the largest Australian banks against those of the largest Canadian banks, arguing that valuable comparisons can be made by comparing the two banking systems. Using the latest annual reports and regulatory filings for the nine banks, the paper compares the compositions of the two sets of boards. The paper finds that there is a discernible deficit in governance structures, in particular board composition (i.e. size and experience) in Australian banks as compared to their Canadian counterparts. While such a deficit cannot, without further research, be linked directly to the governance failures being aired at the Royal Commission, it is argued here that, to reduce systemic risk, addressing any deficits in governance structures will be essential to undertaking the arduous work of restructuring the Australian banking sector, post-Royal Commission..","PeriodicalId":114900,"journal":{"name":"LSN: Corporate Governance International (Topic)","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115078958","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}